Mary Bernstein
About Mary Bernstein
Independent director of Value Line, Inc.; retired accounting executive with 25+ years at the company. Age 75 (as of June 30, 2025). Director since 2010. Former Director of Accounting (2010–2022) and Accounting Manager (2000–2010). MBA in Accounting (Baruch College, CUNY) and Certified Public Accountant (CPA). Focused career on the company’s operations, controls, and reporting functions.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Value Line, Inc. | Director of Accounting | 2010–2022 | Focused on operations, controls, and reporting |
| Value Line, Inc. | Accounting Manager | 2000–2010 | — |
External Roles
- No other public company directorships disclosed in the 2025 proxy biography for Ms. Bernstein.
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Qualifies as an independent director under NASDAQ rules. |
| Committees | Not listed as a member of the Audit or Compensation Committees (those committees consist of Messrs. Davis, Fiore, and Muenzer). |
| Chair roles | No chair roles disclosed for Ms. Bernstein. |
| Attendance (FY2025) | Each director attended 100% of Board and applicable committee meetings during FY2025. |
| Director since | 2010. |
| Board meetings (FY2025) | 4 meetings. |
| Audit Committee meetings (FY2025) | 4 meetings. |
| Lead Independent Director | Board has not designated a lead independent director. |
| Nominating function | No standing nominating committee; full Board handles director identification and evaluation. |
| Controlled company status | Company qualifies as a “controlled company” (AB&Co. owns 91.76% of voting stock) and is exempt from majority-independent board requirement. |
Fixed Compensation
| Year | Component | Amount (USD) | Notes |
|---|---|---|---|
| FY2025 | Annual retainer (cash) | 40,000 | Flat cash fee for non-employee directors; “includes the Audit Committee fee of $15,000 per year.” |
| FY2025 | Audit Committee Chair premium | N/A for Bernstein | Only the Audit Chair receives an additional $5,000; paid to G.J. Muenzer (total $45,000 shown for Muenzer). |
| FY2025 | Meeting fees | None disclosed | No separate meeting fees disclosed. |
Performance Compensation
- No equity grants, performance stock units, stock options, or variable/bonus compensation disclosed for directors; director pay is cash-based.
Other Directorships & Interlocks
- Compensation Committee interlocks: Company, after inquiry, was not aware of any interlocks to report.
Expertise & Qualifications
- CPA; MBA in Accounting (Baruch College, CUNY).
- Deep company-specific accounting, controls, and reporting experience; retired as Director of Accounting in 2022 after 25+ years with Value Line.
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Mary Bernstein | 200 | <1% | As of Aug 12, 2025. |
| Shares Outstanding | 9,409,522 | — | Common Stock outstanding as of record date for 2025 meeting. |
Related-Party Exposure (Context for Governance Risk)
- Controlled shareholder: Arnold Bernhard & Co., Inc. (AB&Co.) beneficially owns 8,633,733 shares (91.76%).
- Reimbursements and tax-sharing: Company reimbursed $356,000 to AB&Co. for payments/services; tax-sharing arrangement resulted in $5,058,000 payments to AB&Co. for federal income taxes in FY2025; arrangements reviewed/approved by the Board.
Say-on-Pay & Shareholder Feedback (Context)
- Say-on-pay frequency: every three years; next advisory vote scheduled for the 2026 annual meeting.
- 2023 say-on-pay support: 99.9% in favor including AB&Co.; excluding AB&Co. and directors/executives, approximately 2% of votes were “against.”
Stock Ownership Guidelines
- No formal stock ownership guidelines; directors and executives are encouraged to hold at least a nominal amount of Company stock.
Governance Assessment
- Positives
- Independent director with 100% attendance in FY2025, supporting board effectiveness.
- Strong accounting background (CPA; former Director of Accounting) provides oversight relevance for financial reporting and controls, even without Audit Committee membership.
- Compensation Committee and Audit Committee comprised entirely of independent directors.
- Section 16 compliance: directors/officers complied during FY2025.
- Constraints/Red Flags to Monitor
- Controlled company structure (AB&Co. 91.76%) reduces minority shareholder influence; no lead independent director designated.
- Director equity alignment appears modest (200 shares; <1%) and the company has no formal director stock ownership guidelines.
- Related-party transactions and tax-sharing with controlling shareholder are ongoing (reimbursements and tax payments), though reviewed/approved by the Board.
- No nominating committee; the full Board handles nominations, which can concentrate influence in a controlled-company context.
Overall: Ms. Bernstein brings deep internal accounting expertise and maintains full meeting attendance, but governance risk at Value Line is shaped primarily by its controlled-company status, absence of a lead independent director, limited disclosed equity alignment for directors, and recurring related-party arrangements with the controlling shareholder.